<PAGE>
                                                                 EXHIBIT 10.38.2


              MACKENZIE INVESTMENT MANAGEMENT INC. (THE "COMPANY")
                         RETENTION PLAN (THE "PLAN") FOR
         SUBSIDIARY OFFICERS, REGIONAL VP'S AND INVESTMENT PROFESSIONALS

           (AS AMENDED BY THE MIMI BOARD OF DIRECTORS ON JUNE 7, 2002)


PURPOSE OF THE PLAN:

         The primary purpose of the Plan is to ensure the successful continuance
         of the Company's operations both in light of the possibility of a
         Change of Control (as defined below) and in the event of an actual
         Change of Control of the Company. We believe that in these
         extraordinary circumstances, it is essential that the Company stabilize
         its officer and investment professional ranks. We also want to prevent
         these senior managers and employees from being unnecessarily distracted
         by their particular circumstances, reduce the climate of uncertainty,
         ensure fair and equitable treatment in the event of termination, and
         thereby reduce or eliminate any involvement in unnecessary litigation.

ELIGIBILITY:

         Every regular full-time or part-time employee of the Company who holds
         the position of Assistant Vice President, Regional Vice President
         (external wholesalers),Vice-President, or Senior Vice President of
         either Ivy Management, Inc. ("IMI"), Ivy Mackenzie Distributors, Inc.
         ("IMDI"), Ivy Mackenzie Services Corp. ("IMSC"), or is a trader,
         investment analyst or investment manager not already covered by a
         Company Change of Control Agreement ("Eligible Employee"), shall be
         covered by the Plan. Any employee who either resigns or who elects not
         to accept the offer of a Comparable Position (as defined below) from
         the Company will not be an Eligible Employee and will be deemed to have
         resigned.

COMPARABLE POSITION:

         Comparable Position shall be defined as a position which:

         (a)      provides base employment compensation and employee benefits
                  comparable in the aggregate to the Employee's current
                  position; and

         (b)      provides an opportunity for the Employee to receive a variable
                  bonus on an annual basis, comparable to the employee's current
                  position; and

         (c)      does not require the Employee to increase the daily one way
                  commuting distance from their current place of employment by
                  more than fifteen (15) miles; and


<PAGE>


         (d)      requires job skills and duties that are comparable to either
                  the Eligible Employee's current position or a position held by
                  the Employee with the Company during the twelve (12) months
                  preceding the date of a Change of Control.

PLAN PERIOD:

         The Plan shall be in effect from 4:00 PM on November 15, 2000 until
         4:00 PM on February 15, 2003 (the "Plan Period").

CHANGE OF CONTROL:

         Change of Control shall be defined as (i) the acquisition, in a single
         transaction or a series of related transactions by any person or
         persons acting jointly or in concert, of thirty-five (35%) or more of
         the outstanding voting shares of the Company whether by way of
         take-over bid, merger, amalgamation or otherwise; (ii) the sale by the
         Company of all or substantially all of its undertakings or assets (iii)
         the acquisition of control of the Company or of the Company's business
         by one or more persons who do not control the Company as at November
         15, 2000; (iv) the voluntary liquidation, dissolution or winding-up of
         the Company in connection with which a distribution is made to the
         holders of the Company's common shares; or (v) the passage of a
         resolution of the Board of Directors of the Company which indicates
         that a change of control as defined in (i), (ii), (iii) or (iv) has
         occurred or is about to occur. For the purposes of (iii) "control"
         shall mean the possession, directly or indirectly, of the power to
         cause a change in the direction of the management or policies of the
         Company or its business or operations whether through the ownership of
         voting shares of the Company, partnership interests or assets or by way
         of contract or otherwise.

PAYMENTS DUE UPON TERMINATION

         (1)  PAYMENTS ON ACCOUNT OF TERMINATION

                  Each Eligible Employee who is terminated during the Plan
                  Period, other than for cause, shall be paid by the Company, an
                  amount equal to the GREATER of:

                  (a)      Normal Employment Income for a period of twelve (12)
                           months from the date of termination; or

                  (b)      Normal Employment Income prorated to be equivalent to
                           one month for every year, or part thereof, of
                           employment with the Company or any affiliate thereof,
                           subject to a maximum of twenty-four (24) months with
                           (a) or (b) hereinafter referred to as the "Severance
                           Period".

                  All payments on account of termination shall, at the sole
                  option of the Company, be payable either at the time of
                  termination or over normal pay intervals.



                                       2
<PAGE>

(2) PAYMENTS ON ACCOUNT OF EMPLOYMENT

         On account of employment up to and including the date of termination,
         each Eligible Employee who is terminated during the Plan Period, other
         than for cause, shall be paid by the Company an amount equal to the
         Eligible Employee's annual bonus as defined under Normal Employment
         Income prorated for the number of days which have elapsed since the
         commencement of the fiscal year to and including the date of
         termination.

         Any material changes to any Eligible Employee's compensation
         arrangements, including the manner in which the annual employee bonus
         is calculated, shall require a minimum of twelve (12) months written
         notice to the Eligible Employee by the Company. Until such time as the
         notice period has elapsed all compensation arrangements shall remain
         unaltered from that in existence immediately prior to the Change in
         Control and the Company shall pay to each Eligible Employee all amounts
         pursuant to such arrangements in the normal time frames so long as an
         Eligible Employee remains employed by the Company.

NORMAL EMPLOYMENT INCOME

         Normal Employment Income is defined as the aggregate annual amount paid
         in the normal course to an Eligible Employee by the Company, or any
         affiliate thereof, in respect of salary, bonus (or commissions).

         For the purposes of calculating Normal Employment Income, the annual
         bonus shall be equal to the aggregate bonus paid for the last completed
         fiscal year. If an Eligible Employee did not receive an annual bonus,
         in whole or in part, in respect of the last completed fiscal year, then
         the bonus, for the purposes of calculating Normal Employment Income,
         shall be equal to the annual bonus which would reasonably be expected
         to be paid to the Eligible Employee under the Company's employee bonus
         program in effect prior to the Change of Control.

         For purposes of calculating Normal Employment Income for an Eligible
         Employee who is an external wholesaler, commission income shall be the
         actual commissions earned by the Employee during the 12 months
         immediately preceding termination of employment. Commission income for
         an external wholesaler with less than 12 months of company service,
         shall be the annualized average monthly commission earned by the
         Employee between their hire date and the date employment terminates.

BENEFITS

         Group medical and employee dental benefits will continue under the
         COBRA law during the Severance Period or until the Eligible Employee
         obtains another position in which those benefits are replaced,
         whichever occurs first. The Company will pay the COBRA premiums on
         behalf of the Eligible Employee for continuation of medical and
         employee dental coverage during the Severance Period. Employee
         contributions to the 401(k) plan as well as employer matching
         contributions will cease on the Eligible Employee's termination date.



                                       3
<PAGE>

STATUTORY ENTITLEMENTS AND DEDUCTIONS

All payments payable by the Company to the Eligible Employee under this Plan
shall be deemed to include pay in lieu of notice and severance pay under
applicable employment legislation. All payments will be reduced by applicable
withholding taxes.

RELEASE

         Before receiving any payment under this Plan, each Eligible Employee
         shall sign a general release acceptable to the Company which shall not
         adversely affect the terms of any payment, or benefit, to be made or
         provided by the Company to the Eligible Employee under the Plan.




                                       4